Academic journal article Chicago Journal of International Law

EC Company Law

Academic journal article Chicago Journal of International Law

EC Company Law

Article excerpt

EC Company Law Vanessa Edwards Clarendon Press 1999

The European Council and Commission issues directive orders regulating every member nation of the European Union. The Commission must often proceed carefully, not only to protect national sovereignty, but also to allow the members to come to a consensus on which rules prevail in a conflict between existing members' laws. Vanessa Edward's EC Company Law examines this long, often painstaking, process of enacting, harmonizing, and implementing directive orders that affect corporate law.

The book's strength lies in its detailed analysis of the directives. Most of the book focuses on describing the directives and the political events surrounding their adoption and implementation. For example, entire chapters explain directives regulating the disclosure of information, maintenance of capital, valuation rules, consolidation, and auditing. Each discussion includes an overview of the directive's goal, the debate surrounding its adoption, and its scope. Edwards also analyzes the regulation s implementation in the member countries, although there is a particular focus on the subsequent legislation and debates in the United Kingdom.

The first major historical debate described by Edwards provides an example of the book's approach. Article 54(3)(g) of the Rome Treaty gives the European Council and Commission the power to carry out their duties "by coordination to the necessary extent" with the laws of the member nations. During the 1960s, significant disagreement existed over the scope of this authority. Those arguing for a narrow interpretation claimed that it only authorized legislative intervention if necessary to "cure" discriminatory national rules. Under this view, the Commission would not have the power, for example, to mandate certain companies in the member countries disclose certain financial information. Rather, this interpretation would give the Commission the power to demand repeal of standards which favored domestic businesses. Had the narrow view won the day, Edwards argues, Europe's company law may have remained fragmented for decades. But slowly, a broader interpretation emerged, legitimizing the Commission's authority over almost every area of company law.

Over the next thirty years, the Council passed a number of directives affecting company law. …

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